IT SERVICE AGREEMENT

This IT Service Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE SERVICE PROVIDER], having registered office at [INSERT ADDRESS OF THE SERVICE PROVIDER] (hereinafter referred to as the “Service Provider” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); And

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Service Provider and the Client shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Service provider is engaged in providing IT services such as establishing, operating and managing, information technology to the Client.
2. The Client wishes to obtain the IT services from the service provider.
3. The Service Provider is willing to provide such services subject to the terms and conditions set forth in this agreement.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Information Technology (IT)” shall mean a wide range of technologies and applications, including hardware’s like computers and server, data storage and management of systems.
   2. “Service provider” shall mean an individual or entity, which provides the IT service to the client.
   3. “Business Day” shall mean any day which is not a Saturday, Sunday or public holiday in [INSERT COUNTRY OF BUSINESS].
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications, registrations mentioned in this agreement thereof.
   6. "Personal data" means any information relating to an identified or identifiable natural person (a "data subject"). An individual is deemed identifiable if they can be identified, directly or indirectly, by reference to one or more identifiers—such as a name, an identification number, location data, an online identifier, or factors specific to their physical, physiological, genetic, mental, economic, cultural, or social identity.
   7. “Highly Sensitive Personal Information” refers to personal data that, due to its nature, if disclosed or processed inappropriately, could result in significant harm or distress to an individual. This typically includes information such as health records, biometric data, genetic data, details regarding a person's sexual orientation, religious or political beliefs, and other similarly sensitive information that can uniquely identify an individual or expose them to heightened risks.
2. SCOPE OF WORK
   1. Service Provider agrees to furnish and perform the IT Services as described in Exhibit A, Scope of Services, attached to and incorporated into this Agreement, in accordance with the Client’s requirements. The specific IT Services to be provided are set forth in Exhibit A.
   2. The Client has no right to assign any other services to the Service provider other than as specifically mentioned in this agreement.
   3. The IT services shall be available to the client [INSERT DESIRED UPTIME PERCENTAGE] of the time during each calendar month, excluding schedule maintenance periods.
   4. The Service Provider shall acknowledge and respond to service requests or incidents within [INSERT RESPONSE TIME] during the business hours.
   5. The Service Provider shall implement monitoring systems to track service performance and provide regular reports to the Client regarding service levels, incidents, and any necessary recommendations for improvement.
   6. The Service provider shall use its best efforts to resolve any incidents and implement corrective actions to improve the service performance
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. MAINTENANCE
   1. For a period of [INSERT THE NUMBER OF MONTHS FOR WHICH FREE MAINTENANCE WILL BE PROVIDED] the service provider shall provide free maintenance services based upon the selected plan.
   2. The Service Provider shall provide maintenance services, including routine system checks and performance monitoring to ensure optimal functionality. These services will also cover bug fixes and error corrections, along with the implementation of security updates and patches to safeguard system integrity. Additionally, the Service Provider shall perform necessary software and firmware updates, conduct hardware diagnostics and troubleshooting if applicable, and carry out periodic optimization to enhance overall system efficiency.
   3. The maintenance services shall not include the addition of new services, and any additional work required beyond the scope of maintenance may be subject to separate agreement and additional fees.
   4. The client shall provide all the necessary access credentials and permissions required for the service provider to perform maintenance tasks.
5. OBLIGATIONS OF PARTIES
   1. The Client shall cooperate with the Service Provider and provide any necessary information, access, and resources required to perform the IT services.
   2. The Client shall promptly notify the Service Provider of any issues or defects.
   3. The Client shall comply with all applicable laws, regulations, and third-party agreements related to the use of the IT services, including data protection and security requirements.
   4. The Client is responsible for maintaining adequate data backup and recovery procedures and shall not hold the Service Provider liable for any data loss.
   5. The Client shall provide all necessary access, credentials, and documentation required for the Service Provider to perform its obligations effectively.
   6. The Client shall communicate any changes to service requirements in a timely manner and ensure compliance with all applicable laws, including data protection and cybersecurity regulations.
   7. The Service Provider shall retain responsibility for any subcontractors engaged in service delivery, ensuring that their work aligns with the contractual requirements.
   8. The Service Provider agrees to provide the IT services as described in this Agreement with due care, skill, and in accordance with industry best practices.
   9. The Service Provider shall perform scheduled maintenance and updates to ensure the continued reliability and security of the IT services.
   10. The Service Provider shall implement reasonable measures to protect the confidentiality and security of the Client's data in accordance with applicable data protection laws.
   11. The Service Provider shall provide technical support and assistance to the Client.
   12. To the extent any Service performance standards or requirements as prescribed in this Agreement conflict with any performance standards or requirements included in any license or terms and conditions document provided by Service Provider or Service Provider’s, partners, Service Providers or agents to the client in support of the Services, whether included as an exhibit to this Agreement or not, the requirements as stated in this Agreement shall govern.
   13. It is further understood and agreed by the Parties that Service Provider, in the performance of its obligations under this Agreement, is subject to the control or direction of the as to the designation of tasks to be performed and the results to be accomplished, and not the means, methods, or sequence used by Service Provider for accomplishing the results, unless otherwise specified in Exhibit.
   14. It is understood and agreed that Service Provider has the professional skills necessary to perform the Services and that the Client relies upon the professional skills of Service Provider to perform the Services in a skillful and professional manner. Service Provider represents that it has all the necessary licenses to perform the Services and shall maintain them during the term of this Agreement. Service Provider agrees that the Services shall follow practices usual and customary to the [INSERT TYPE OF PROFESSION] profession. Acceptance by the Client of the Services does not operate as a release of Service Provider from such professional responsibility for the work performed.
6. PAYMENT
   1. In consideration of the Service, Client shall pay the Service provider the fees associated with the selected service [INSERT THE DESIRED SERVICE] provided by the Service provider. Payment shall be made [INSERT PAYMENT SCHEDULE] and full for each billing cycle.
   2. In the event of any overdue payment, the service provider may terminate the services until the payment is received.
   3. The Service Provider shall submit a monthly invoice to the Customer on or about the [INSERT THE DAY OF THE MONTH ON WHICH INVOICE SHOULD BE SUBMITTED] day of each month. This invoice shall detail the Consideration for the services rendered in the preceding month, including a brief description of the Services and any other activities performed by the Service Provider, as well as the total amount owed by the Customer. Payment for all undisputed amounts is to be made in [INSERT CURRENCY IN WHICH PAYMENT WILL BE MADE] by [INSERT MODE OF PAYMENT] of immediately available funds within [INSERT NUMBER OF DAYS ] days following the Customer’s receipt of the invoice. Any undisputed fees or payments not received within this timeframe shall accrue interest from the original invoice date until paid in full, without any setoff, defense, or counterclaim, except as otherwise provided herein.
   4. In case of changes affecting the scope of Services resulting from new findings, unanticipated conditions, or other conflicts or discrepancies, Service Provider shall promptly notify the Client of the identified changes and advise the Client of the recommended solution. Work shall not be performed on such changes without prior written authorization of the Client.
   5. All fees, charges, and amounts payable under this Agreement are exclusive of any taxes, levies, or duties imposed by taxing authorities. The Client shall be responsible for paying all such taxes, levies, or duties, excluding any taxes based solely on the Service Provider’s income.
7. REPRESENTATION AND WARRANTIES
   1. Both Client and Service Provider represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   2. Service Provider represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will perform the Services according to the Client’s guidelines and specifications and with the standard of care prevailing in the industry.
8. CONFIDENTIALITY
   1. Confidential Information shall not include any information that:
      1. is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party;
      2. was independently developed by a Party without other Party's breach of any obligation owed to that Party; or
      3. is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not
      1. use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or
      2.  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
9. INTELLECTUAL PROPERTY RIGHTS
   1. The Service Provider shall retain full ownership of all its pre-existing intellectual property, including its proprietary software, and any updates, enhancements, derivative works, or modifications thereto (collectively, the “Service Provider Works”) developed under this Agreement, whether independently or jointly with the Customer. The Customer hereby assigns to the Service Provider any rights it may have in the Service Provider Works, granting the Service Provider the exclusive right to enforce its intellectual property rights and seek remedies for any infringements.
   2. The Customer shall maintain exclusive ownership of all its pre-existing intellectual property, including its Customer Software, and any derivative works, updates, enhancements, or modifications made thereto (collectively, the “Customer Works”), except as otherwise licensed to the Service Provider. The Service Provider hereby assigns to the Customer any rights it may have in the Customer Works, thereby providing the Customer with the sole authority to enforce these rights and to seek legal remedies for any past, present, or future infringements.
   3. Notwithstanding any third-party rights or license agreements, the Customer shall exclusively own all rights, title, and interest in any updates or enhancements to third-party software developed in connection with this Agreement (“Third Party Modifications”). The Service Provider assigns all such rights to the Customer, ensuring that the Customer holds the exclusive right to enforce these rights and pursue damages for any infringement.
10. TERMINATION
    1. Either party may terminate this Agreement for material breach on[INSERT NUMBER OF DAYS] written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
11. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
12. LIABIILITY
    1. Except as expressly provided otherwise, neither party nor any of its affiliates, directors, officers, employees, or agents shall be liable for any indirect, incidental, special, consequential, or punitive damages—including, without limitation, lost profits, loss of data, or business interruption—arising out of or in connection with this Agreement, regardless of the cause of action (whether in agreement, tort, strict liability, or otherwise), even if advised of the possibility of such damages. In no event shall the aggregate liability of either party for any claims arising out of or relating to this Agreement exceed the total fees paid or payable by the Customer to the Provider during the [INSERT NUMBER OF DAYS] days immediately preceding the event giving rise to such claim. This limitation shall apply to the fullest extent permitted by applicable law and shall survive termination or expiration of this Agreement.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Service Provider and Client. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
17. NON-SOLICITATION CLAUSE
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
    2. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
    3. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
    4. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
18. NON-COMPETE
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON-COMPETE CLAUSE WILL APPLY, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT COMPETE] shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business that competes with the products or services provided by the other party. within the geographical area of [INSERT THE GEOGRAPHICAL REGION WITHIN WHICH THE NON-COMPETE CLAUSE APPLIES]. Both parties agree that the scope, duration, and geographical limitations of this non-compete clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE]. [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE] shall have the right to seek injunctive relief and any other remedies available at law or in equity to enforce this non-compete clause in the event of a breach or threatened breach by the other party.
19. NON-DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
20. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Service Provider: [INSERT EMAIL ID OR/AND ADDRESS OF SERVICE PROVIDER]
       2. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
21. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
22. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
23. DECLERATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Service Provider

Name: [INSERT NAME OF SERVICE PROVIDER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF SERVICE PROVIDER]

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF CLIENT]